GENERAL TERMS AND CONDITIONS OF SALE OF PIX4D

1. GENERAL

1.1. Pix4D SA, a Swiss corporation with its registered seat at EPFL Innovation Park, Building D, 1015 Lausanne, Switzerland (“Pix4D“) and a customer (the “Customer“) have entered or are about to enter into a contractual relationship (the “Relationship“) for the supply of certain services and products (the “Product(s)“).

1.2. These General Terms and Conditions (the “Conditions“) have been expressly integrated in the Relationship and shall hence govern the offering, sale and delivery of the Products from or on behalf of Pix4D to Customer and shall apply to all transactions between Pix4D and the Customer (the Customer and Pix4D collectively, the “Parties“). Products ordered from a distributor are not subject to the Conditions but to the terms and conditions set by that distributor.

1.3. Depending on the circumstances, additional terms of Pix4D may apply. In case of conflict between the Conditions and additional terms, the latter shall prevail.

1.4. The various versions of the Conditions are available on the following website http://pix4d.com/terms-of-sale/, it being specified that the Conditions applicable to the Parties for a specific transaction shall be the last version of the Conditions published on the date of the Confirmed Order. Pix4D reserves the right to amend the Conditions at any time. The amended Conditions will take effect on the date of publishing and shall apply to all transactions concluded between the Parties after the date of such publishing.

1.5. Pix4D explicitly rejects the applicability of any general terms and conditions of the Customer. Failure by Pix4D to object to the terms and conditions set by the Customer shall in no event be construed as an acceptance of any of the terms and conditions of the Customer.

1.6. Any electronic communication between the Parties shall be effective as originals and shall be considered to be a “writing” between the Parties. The electronic communication system used by Pix4D will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

2. WEBSITE – REGISTRATION

2.1. Although Pix4D endeavors to informs its Customers in the most complete and accurate manner on http://www.pix4d.com (the “Website“), photos, videos and texts illustrating and describing the Products as well as the state of inventory, if any, indicated on the Website are non-contractual and are provided for information purposes only. They do not represent an offer from Pix4D (who does not guarantee the accuracy thereof) and shall in no event constitute a guarantee or promised warranties.

2.2. The Customer is sole responsible for the accuracy and completeness of the data provided upon registration on the Website. As the case may be, the Customer shall inform Pix4D of any modification of its data by updating its profile.

2.3. The Customer shall indicate a valid email address to which all communications relative to his orders will be sent. Any communication sent to the Customer by email shall be deemed received by the Customer at the actual date and time of receipt, but at the latest 24 hours after being sent by Pix4D. It is the Customer’s responsibility to maintain the aforementioned address and to read the emails sent by Pix4D. The Customer shall also configure – and regularly check – his “spam” folder for emails sent by Pix4D.

2.4. The Customer choses, upon registration, or shall be attributed, in case of reset, a password which allows him to order or to use other features of the Website. This password is strictly confidential. It shall in no case be disclosed to third parties. The Customer shall be sole responsible for the use, safeguard, and security level of its password, which may be changed on the Website at any time, and shall be responsible for any order made, even without its knowledge, with the password. The Customer shall contact Pix4D immediately upon knowing or suspecting that a third party accessed its password.

3. ORDERS – CONFIRMATION

3.1. The Customer may place an order with Pix4D (each, an “Order“) either (a) through the Website or (b) by email at sales@pix4d.com.

3.2. By placing an Order, the Customer makes a binding and irrevocable offer to Pix4D to purchase the selected Products and acknowledges having read, understood and unreservedly agreed with the Conditions.

3.3. All Orders must be pre-paid and shall be deemed placed only upon receipt, by Pix4D, of the full price of the Products, including any preparation or delivery costs, as well as Taxes (as per Section 4.3).

3.4. The data recorded by Pix4D shall constitute final proof of Orders placed by the Customer. Likewise, the data recorded by third party payment service providers shall constitute final proof of payment of the purchase price.

3.5. Orders placed by the Customer are not binding on Pix4D until accepted by Pix4D in writing (the “Confirmed Order“). Pix4D shall be entitled to refuse a non-confirmed Order without indicating the reasons. Reasons for refusal may include previously failed payments, growing backlog or negative payment history, incomplete or incorrect order details (such as missing email, missing billing address or pricing or Product description errors) or ineligibility according to Order criteria (e.g. entitlement to upgrade to purchase certain Products may be restricted to particular users or purposes).

3.6. The Confirmed Order shall specify the Products to be supplied by Pix4D, together, as the case may be, with any agreed specifications for the Products.

3.7. Changes to Confirmed Orders always require written confirmation by Pix4D in order to become valid. Pix4D may agree in writing to the cancellation or alteration of a Confirmed Order at its sole discretion. The costs arising from the cancellation or alteration thereof will be exclusively borne by the Customer.

4. PRICES – PRICE CHANGES – DISCOUNT

4.1. Prices are subject to change by Pix4D at any time and without notice. Only the price mentioned on the Order Confirmation shall be binding.

4.2. Unless otherwise indicated, prices of Products are set in Swiss Francs.

4.3. Unless stated otherwise by Pix4D, prices are exclusive of (i) all costs relating to the transportation to the final destination and to the export/import processing of the Products, (ii) packaging and insurance other than the standard ones provided by Pix4D, if any, and (iii) sales, use, import/export, value added taxes or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof, included the import/export clearance related fees (the “Taxes“). Any Taxes levied in connection with the sale of Products to the Customer shall be for the Customer’s account and shall either be added to each invoice or separately invoiced by Pix4D to the Customer. Responsibility for any withholding tax with relation to the sale of Products shall be for the Customer and no deduction whatsoever shall be made from the amount payable to Pix4D under any invoice.

4.4. If Pix4D grants a discount to the Customer, this discount only relates to the delivery specifically mentioned in the Confirmed Order.

5. TERMS OF PAYMENT

5.1. The means of payment accepted by Pix4D are those mentioned on the Website.

5.2. Payments shall be made with the servers provided and secured by payment service providers. No financial information relative to the Customer is processed by Pix4D.

5.3. The risk of malfunction of the mean of payment is borne by the Customer, who fully discharges Pix4D from any and all liability. As such, Pix4D shall not be responsible for any payment failure, in particular those resulting from inaccurate payment card details provided by Customer or from any restrictions applicable to the mean of payment chosen by the Customer.

5.4. All payments shall be made without any deduction on account of any Taxes, withholding taxes or transfer costs. For the sake of clarity, the place for all payments to be made by the Customer is the registered office of Pix4D.

5.5. By acquiring Product requiring regular payments on a monthly or annual basis (“Recurring Payments“), Customer authorizes Pix4D to charge its mean of payment automatically. Customer warrants that it shall remain the owner of the mean of payment specified for Recurring Payments and that such mean of payment has a sufficient limit (credit card) or sufficient funds (bank accounts) to pay any due Recurring Payments.

5.6. For the avoidance of doubt, 1 (one)-month license or service period represents 30 (thirty) consecutive calendar days starting from its first activation.

5.7. Customers may cancel Recurring Payments by contacting Pix4D at least 5 (five) business days prior to the next Recurring Payment due date. If Customer submits cancellation request after this time, the cancellation will not take effect until the following Recurring Payment due date.

5.8. With regard to payment for the Products, the Customer acknowledges and agrees that time is of the essence. Pix4D may, without prejudice to any other rights of Pix4D and without a written reminder, charge interest on any overdue payment at 10% (ten percent) per annum from the due date computed on a daily basis until all outstanding amounts due by the Customer are paid in full. All costs and expenses incurred by Pix4D with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for the Customer’s account.

6. TERMS OF DELIVERY

In General

6.1. All Products shall be delivered to the delivery addresses (physical or email) provided by the Customer.

6.2. The Customer shall be sole responsible for the accuracy and completeness of the delivery addresses (physical and email) provided. Pix4D shall assume no liability for any failed delivery in case of inaccurate, incomplete or outdated delivery addresses.

Services

6.3. Details necessary for Customer to activate the Service will be delivered by Pix4D to the email address indicated by the Customer.

6.4. No shipment or delivery fees shall be charged.

Software Products

6.5. Details necessary for Customer to download and/or use software Products (such as license keys or access details) will be delivered by Pix4D to the email address indicated by the Customer.

6.6. No shipment or delivery fees shall be charged.

Physical Products

6.7. Unless stated otherwise in the Confirmed Order, delivery of the Products is Delivered At Place (DAP) – address designated in the Confirmed Order, according to Incoterms® 2010. Benefit and risk of physical Products are transferred to the Customer upon delivery. If delivery is not possible and no fault is attributable to Pix4D, risk transfers to the Customer with the notification that the Products are ready for delivery.

6.8. The preparation and delivery costs of physical Products are those mentioned on the Confirmed Order.

6.9. The Confirmed Order may include a delivery time schedule. Pix4D shall make its best commercially reasonable efforts to supply the Products within this time schedule. However, any times or dates for delivery by Pix4D are estimates and shall not be deemed of the essence. Pix4D shall assume no liability for the failure to meet any delivery schedule nor for the costs of procurement of any substitute goods. Delay in delivery of any Products shall not relieve the Customer of his/its obligation to accept delivery thereof. Without prejudice to the foregoing, Pix4D undertakes to inform the Customer immediately when it anticipates constraints on its capacity to supply the Products.

6.10. Pix4D is entitled to deliver the Products as stated in the Confirmed Order in parts and to invoice separately. Delivery of a quantity that varies from the quantity specified in Pix4D’s order shall not relieve Customer of its obligation to accept delivery and pay for the goods ordered.

6.11. If a package is returned by the carrier following an unsuccessful delivery (postal time limits exceeded, erroneous delivery address, etc.), the Customer shall be informed by an email sent to the address indicated in his profile or during the ordering process. Without further instructions from the Customer within 3 months after the sending of the aforementioned email, Pix4D shall be relieved from its obligation to deliver the products and any amounts paid shall be retained by Pix4D as contractual penalty, as final settlement for all claims relating to the relevant order.

6.12. Delays or changes in schedules due to Customer directed actions are subject to price adjustments.

7. EXAMINATION – ACCEPTANCE / COMPLAINT (Physical Products)

7.1. The Customer shall be obliged to accept delivery of the Products specified in the Confirmed Order.

7.2. The Customer must inspect the Products immediately upon receipt and satisfy itself that the Products delivered meet the specifications mentioned in the Confirmed Order or, in the absence of agreed specifications, to the specifications used by Pix4D upon issuance of the Confirmed Order (the “Specifications“).

7.3. The Customer shall mention any defects that are immediately apparent on the delivery confirmation of the carrier and immediately inform Pix4D in writing. Absent such mention, the delivered Products shall be considered accepted without apparent defects.

7.4. Any defects which are not apparent during inspection upon delivery shall be notified to Pix4D in writing within 15 (fifteen) calendar days from the date on which they were or ought to have been discovered, but in no event later than the expiry of the Warranty Period (as per Section 10.4).

7.5. Failure to complain within the appropriate time or, in the case of physical Products, any use, shall be deemed to be an unconditional acceptance of the Products and waiver of all claims.

7.6. If more than one Product are purchased, the defect in one Product does not entitle the Customer to reject the remaining Products, unless the Customer cannot reasonably be expected to accept delivery of the remaining non-defective Products. Complaints, if any, do not affect the Customer’s obligation to pay as defined under Section 5.

8. WITHDRAWAL AND REFUND

8.1. Any refund request following the Product purchase date will be subject to Pix4D’s prior authorization and acceptance thereof shall be at Pix4D’s sole discretion.

8.2. Pix4D provides an opportunity to evaluate some its software Products free of charge during a trial period specified in the applicable end-user license agreement or terms of service. Customer may withdraw from using all software Product at its sole discretion any time before expiration of a free trial period.

9. CUSTOMER WARRANTIES

9.1. The Customer acknowledges that the use of the Products may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards“). The Customer shall be exclusively responsible for and warrants that it will (i) fully comply with all Laws and Standards relating to the export control of the Products, (ii) ensure compliance with all Laws and Standards associated with its intended use of the Products and obtain all necessary approvals, permits or clearances for such use.

9.2. Customer undertakes to fully indemnify and hold harmless Pix4D, and its partners, directors, officers, agents and employees (each, an “Indemnified Party“) from any damage, claim, liability, loss or expenses (including attorney costs) arising out of or relating to a breach of Customer’s warranties under Section 9.1, whether or not caused by the Indemnified Party’s negligence and whether or not the relevant damage, claim, liability, loss or expense has merit.

10. LIMITED WARRANTY Of PIX4D

In General

10.1. Customer agrees that the express warranty set forth below is the exclusive remedy to which it is entitled and waives all other remedies, statutory or otherwise. In the event that the foregoing exclusive remedy under this warranty is determined upon judicial review to have failed in its essential purpose through no fault of Customer, the only alternate remedy shall be the refund of the purchase price of the non-conforming or defective Product.

10.2. Pix4D makes no other warranties, express or implied, with respect to the Products including but not limited to any warranty of merchantability or fitness for a particular purpose or against infringement, or any express or implied warranty arising out of trade usage or out of a course of dealing or course of performance.

Software Products

10.3. Pix4D software Products (such as Pix4Dcapture and Pix4Dmapper) are provided “as is“. Pix4D disclaims any warranty whatsoever as per Section 10.2.

Physical Products

10.4. Pix4D warrants that physical Products will be free from defects in workmanship and materials for a period of twelve (12) months from the delivery date to Customer (the “Warranty Period“).

10.5. The limited warranty set forth in Section 10.4 does not apply to, and Pix4D makes no representations or warranties whatsoever with respect to any of: defects which have been caused by normal wear and tear, or which have been caused by misuse, use of the Product with accessories not specified as compatible by the manufacturer (including damages caused by incompatible batter/power source), moisture or liquids, proximity or exposure to heat, sun, accident, excessive strain, negligence, abuse, neglect, misapplication, improper storage, improper maintenance, repairs or modifications made by anyone other than Pix4D or the manufacturer, damage due to operation, damage due to crash, damage due to take-off, landing location with obstacles, damage due to low altitude flight or significant change in altitude, damage due to loss of data radio connection, damage due to strong wind, rain or humidity, software updates or other causes for which Pix4D or the manufacturer are not answerable (the “Warranty Exclusions”).

10.6. Pix4D’s obligation under Section 10.4 shall be contingent upon the following two cumulative conditions be met:

(i) receipt by Pix4D of a timely notice by the Customer of any alleged non-conformance of Products in accordance with Section 7, in particular Section 7.4;

(ii) return of the defective Products at the Customer’s expense, and

(iii) Pix4D’s or its partner’s examination of such Product shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions.

10.7. Before returning any Product, the Customer shall obtain from Pix4D a return number. No Product shall be accepted by Pix4D without a valid return number. The Product must be returned in its original shipping packaging complete with all packing materials with the return number e clearly visible on the outer packaging. The Customer bears the risks of loss and damages during the return shipment.

10.8. Pix4D’s sole and maximum liability for breach of the warranty stated in Section 10.4 is limited to the obligation, at Pix4D’s sole discretion, to repair, replace or reimburse Customer for its purchase price of any Product delivered hereunder which is found by Pix4D or a manufacturer to be defective under the terms of the warranty. The terms of the limited warranty shall apply to any repaired or replacement Products supplied by Pix4D for the remaining term of the relevant Warranty Period.

11. LIMITED LIABILITY

Except as provided under Section 9, Pix4d shall not be liable to the Customer or any third party (whether such liability is based on contract, tort (including negligence), strict liability, other tort theory, contribution, breach of warranty, or other legal or equitable theory) for any special, indirect, incidental, consequential, exemplary, or punitive damages, or any damages for lost profits, litigation costs, loss of data, production or profit, goodwill, loss of revenue or loss of units, loss or interruption of business, arising out of or relating to these conditions, even if that party has been advised of or should have known of the possibility of such damages, unless it is for willful misconduct or gross negligence.

12. PRIVACY

The privacy policy http://pix4d.com/privacy governs the collection and use of any personal information you provide to us and forms an integral part of this Agreement.

13. MARKETING

13.1. Customer agrees to be identified as a customer of Pix4D. Pix4D may refer to the Customer by name, trade name, trademark and may briefly describe the nature of customer’s business on any Pix4D or partner marketing materials, including but not limited to Pix4D’s website, and any public or legal documents. By making an Order, Customer grants Pix4D a royalty-free, perpetual, non-exclusive, non-transferable and non-sublicensable right to use Customer’s name and any trade names or trademarks solely for marketing purposes.

13.2. Customer may choose, at any time, to opt-out of this Section by submitting a request to legal@pix4d.com.

14. INTELLECTUAL PROPERTY

14.1. Customer acknowledges that software Products are proprietary, copyrighted and may be protected by patents. All software Products are licensed to Customer, subject to a license agreement, and title to Software remains with the applicable licensor(s). The Customer agrees to be bound by such license agreement in addition to these Conditions.

14.2. The Customer acknowledges that it shall acquire no ownership rights, title or interest in or to the intellectual property of Pix4D and of Pix4D’s partners, in particular in and to the copyrights on the software Products or to the trademarks, brands, illustrations, logos and the like which appear on the Products and the related accessories and packaging.

15. MISCELLANEOUS

15.1. Heading. The headings contained in the Conditions are included for mere convenience of reference and shall not affect its construction or interpretation.

15.2. Complete Agreement. These Conditions, the Order Confirmation and any additional Pix4D terms embody the entire understanding between the Parties and supersede all previous agreements whether in writing or orally regarding its subject matter. In case of discrepancy between them, the order of descending precedence shall be 1) Order Confirmation, 2) additional terms, 3) Conditions.

15.3. Waiver. Failure by Pix4D to enforce at any time any provision of the Conditions shall not be construed as a waiver of Pix4D’s right to act or to enforce any such term or condition and Pix4D’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by Pix4D of any breach of the Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.

15.4. Severability. If any provision of the Conditions is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the Conditions shall remain valid and enforceable to the fullest extent possible

15.5. Non-Assignment. Neither Party may assign any of the rights or obligations under the Confirmed Order without the prior written consent of the other Party.

16. APPLICABLE LAW AND JURISDICTION

16.1. The Confirmed Order and the Conditions shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.

16.2. Any dispute arising out of, or in connection with, the Confirmed Order and/or the Conditions shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.

17. LANGUAGE

The original version of the Conditions is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.

For any questions regarding these Conditions, please contact Pix4D at:

Pix4D SA, EPFL Innovation park, Building F, 1015 Lausanne, Switzerland E-mail: legal@pix4d.com Version: 24 August 2016

All rights on the Conditions belong to their author. Any reproduction, without prior license, is strictly forbidden.

Pix4D CLOUD TERMS OF SERVICE

GENERAL

Please carefully read and review these terms of use (the “Agreement“). This Agreement is a legal agreement between Pix4D SA, a corporation registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Bâtiment F, 1015 Lausanne, and you (either an individual or an entity).

This Agreement specifies the terms and conditions under which Pix4D allows you to use its Pix4D cloud and online services (the “Services“), including any scripts, applications, content files, software (the “Software“) and the associated documentation (the “Documentation“).

Depending on the circumstances, additional terms may apply by reference. In case of conflict between the terms of this Agreement and additional terms, the former shall prevail.

Pix4D reserves the right to amend this Agreement at any time. The amended Agreement will take effect on the date of publishing. Your continued use of the Services after such notification of change will constitute acceptance of the amendments. You may also be asked to re-acknowledge and reaccept this Agreement following any material changes.

IMPORTANT

By using the Services, you are confirming your complete and unconditional acceptance of the terms and conditions set forth in this Agreement and agreeing to become bound by this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not use the Services.

1. USE OF SERVICE

1.1. Principle

Subject to your compliance with the Agreement, Pix4D grants you a non-exclusive, non-transferable, non-assignable and non-sublicensable right use the Service, the Software as well as the Documentation.

1.2. Restrictions

You shall not use the Service for any purpose other than those it was designed for. Without limiting the generality of the previous, you may not:

  • make copies of the Service and/or the Software (or any part thereof);
  • modify the Service and/or the Software or separate out any of its components thereof for use with other services or software,
  • use the Service and/or the Software, or any part thereof, to create derivative or composite works;
  • transfer, lend, loan, lease, rent, sell, distribute or otherwise share the Service and/or the Software, or any part thereof, to another person;
  • without the written authorization of Pix4D, install the Service and/or the Software, or any part thereof, on servers for remote-access (whether online, cloud-based or other) or for use through the command line interface;
  • decompile, disassemble, or otherwise reverse engineer or attempt to discover the source code or any underlying proprietary information of the Service and/or the Software;
  • circumvent any limitation or copy protection technology that may be included in the Service and/or the Software, including features that limits use of the Service and/or the Software;
  • use the Services and/or the Software in any way that violates any applicable federal, state, local, or international law or regulation;
  • attempt to disable, impair, overburden or destroy the Services; or
  • assist or allow anyone to do anything that this Agreement prohibits you from doing.

1.3. Audit

(a) You acknowledge and agree that Pix4D may monitor and audit your use of the Services for compliance with this Agreement at any time.

(b) In the event that such audit reveals any use of the Services by you other than in full compliance with the terms of this Agreement, you shall reimburse Pix4D for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

2. SUBSCRIPTION AND ORDERS

(a) By default, you are subscribed to the Services as a free user, with no obligation to pay a fee but limited functionalities (the “Free User“). You may, at any time, upgrade to a superior account type and switch to paying user with full functionalities against the payment of a corresponding fee (the “Paying User”). The change will take effect immediately upon acceptance of the order.

(b) Pix4D offers you the opportunity to try the Services free of charge as Free User to ensure that it meets your needs. All subscriptions as Paying User are final and non-refundable.

(c) Unless otherwise provided in this Agreement, your order and subscription to the Services as Paying Users shall be governed by the General terms and conditions of sale of Pix4D http://pix4d.com/terms-purchase/

3. RENEWAL AND TERMINATION

(a) You may stop using the Services at any time. Doing so does not relieve you from any obligation to pay outstanding fees and does not grant a right to a refund.

(b) Paying Users must cancel their subscription by contacting Pix4D at least 5 (five) business days prior to the end of a subscription. If a Paying User does not submit such cancellation request in due time, the subscription will be automatically renewed for an identical period of time.

(c) This Agreement and your right to use the Services will terminate immediately, without a need for Pix4D to notify you (although a courtesy notification may be sent to the email address you provided us with) if:

  • you fail to comply with the terms and conditions of this Agreement;
  • you fail to make a recurring payment for the Services, if any;
  • Pix4D is required to do so by law;
  • Pix4D ceases to provide the Services, in whole or in part; or
  • as regards Free Users, in case of an extended period of inactivity on the account (i.e. over 12 months).

(d) The termination of this Agreement will not limit any of Pix4D’s rights or remedies under this Agreement or at law.

(e) The termination of this Agreement will not affect any licenses you have granted, your indemnification obligations, Pix4D’s warranty disclaimers, Pix4D’s limitation of liability and the dispute resolution sections stated in this Agreement.

4. INTELLECTUAL PROPERTY

4.1. Our Software and Trademark

(a) Subject to the rights granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Software (including any updates, enhancements, derivatives and modifications) and the Documentation, and any copies thereof are owned by Pix4D. You understand that you benefit from a service and that no intellectual property rights over the Software are granted to you.

(b) You further acknowledge that Pix4D® is a trademark which is owned exclusively by Pix4D and that this Agreement does not grant you any right whatsoever in this trademark. For example, you have no right to use, copy, modify, or publicly display this trademark, and you may not remove, alter, or delete such trademark as are affixed by Pix4D to reports, documents, templates, screen shots, output files, etc. generated through use of the Software.

4.2. Your Contents

(a) It is expressly agreed that any output file, which is any file generated by you as a result of you using the Services shall belong to you exclusively.

(b) By uploading content to the Services, you grant Pix4D a non-exclusive, worldwide, perpetual, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, publicly display and modify your contents to improve and/or market the Services. Paying Users may choose to opt-out of this Section by modifying their account settings or by submitting a request to legal@pix4d.com .

(c) It is recommended that you maintain backups of your contents directly or indirectly processed with the Services. In no case will Pix4D be responsible for the failure to store, the loss or the corruption of your contents.

5. PRIVACY

The privacy policy http://pix4d.com/privacy governs the collection and use of any personal information you provide to us and forms an integral part of this Agreement. By using the Services, you agree to its terms.

6. NO REPRESENTATIONS OR WARRANTIES

(a) The Service is provided “AS IS”, without warranties of any kind, express or implied. To the maximum extent permitted by law, Pix4D disclaims all representations or warranties of merchantability or fitness for a particular purpose. Further, Pix4D does not represent nor warrant that the Services and/or Software, or materials provided through their use are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant they will be available or accessible without interruption.

(b) Pix4D declaims any liability for your use of the Services and/or the Software. Those who use the Services and/or the Software do so at their own risk and costs, are responsible for compliance with applicable law and shall be sole responsible for any damages suffered or caused to third parties, including for loss of data, from the use or access of the Services and/or Software.

7. LIMITATION OF LIABILITY

(a) As a matter of principle and to the maximum extent permitted by law, Pix4D does not accept any liability for any damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of your personally identifiable information, or any and all other commercial damages) arising out of this Agreement or the use of or inability to use the Services, even if Pix4D has been advised of the possibility of such damages, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.

(b) In particular, Pix4D is not responsible for any problems or technical malfunction. Under no circumstances shall Pix4D be responsible for any loss or damage, including personal injury or death, resulting from use or access to the Services and/or Software or from the conduct of any other users of the Software.

(c) If you are dissatisfied with the Service or any Pix4D terms and conditions, your sole and exclusive remedy is to discontinue using the Services and/or Software. In addition, you release Pix4D and its affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of the Services and/or Software.

8. MISCELLANEOUS

(a) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(b) This Agreement and any document mentioned herein constitute the entire agreement between you and Pix4D concerning the Service, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement unless signed by authorized representatives of both parties.

(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach.

(d) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.

(e) If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the fullest extent possible. In any event, all other provisions of this Agreement shall remain valid and enforceable to the fullest extent possible.

(f) Both parties may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.

9. GOVERNING LAW – JURISDICTION

(a) This Agreement will be governed by the substantive laws of Switzerland, without reference to conflict of laws principles.

(b) Any dispute, controversy or claim arising out of or in relation with this Agreement including the validity, invalidity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the ordinary courts of Lausanne, Switzerland, an appeal to the Swiss Federal Tribunal being reserved.

10. LANGUAGE

The original version of this Agreement is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.

For any questions regarding this Agreement, please contact Pix4D at:

Pix4D SA, EPFL Innovation park, Building F, 1015 Lausanne, Switzerland

E-mail: legal@pix4d.com

Version: 24 August 2016

All rights on this Agreement belong to their author. Any reproduction, without prior license, is strictly forbidden.

GENERAL TERMS OF RENTAL FOR CRANE CAMERA SYSTEMS

1. GENERAL

1.1 Scope. These general terms and conditions (the “Conditions”) govern the rental, delivery and return of Pix4D crane cameras and related accessories (the “System”) by Pix4D SA, a Swiss corporation having its registered seat at EPFL Innovation Park, Building F, 1015 Lausanne, Switzerland (“Pix4D”) to a customer (the “Customer”, Pix4D and the Customer collectively, the “Parties”).

1.2 Acceptance of Conditions. By renting the System, Customer agrees to the applicability of the Conditions in respect of all transactions relating to the System’s rental. Without prejudice to the Conditions, Pix4D draws the attention of Customer on the existence of other applicable contractual terms, such as the end-user license agreement (http://pix4d.com/eula/), which sets the terms for the use of the Pix4D software.

1.3 Personal Use and No Sub-rental. Any rental agreed under these Conditions is strictly personal. Customer shall not sublease the System or any part thereof to a third party. Further, the System shall not be used or operated by anyone other than the Customer or an employee thereof.

2. RENTAL

2.1 Quotations. Unless stated otherwise by Pix4D, quotations merely constitute an invitation to Customer to place an order and are not binding on Pix4D. All quotations issued by Pix4D are revocable and subject to change without notice and without indicating reasons.

2.2 Confirmed Rentals. Offers are not binding until accepted by Pix4D in writing on the rental form (the “Confirmed Order”, respectively, the “Rental Form”). Pix4D shall be entitled to refuse a non-confirmed order without indicating the reasons. Verbal or written agreements and changes to orders that have been placed likewise always require written confirmation by Pix4D in order to become valid.

2.3 No cancellation. Confirmed Orders are non-cancellable and payments made are non-refundable. Pix4D may, in exceptional circumstances, agree in writing to the cancellation or alteration of a Confirmed Order provided that all costs be exclusively borne by Customer.

2.4 Ownership. Pix4D shall retain full ownership of the System even if installed in or attached to real property. Customer shall have no right or property interest therein, except for the right to use the System as provided under these Conditions.

3. RENTAL FEES AND PAYMENT

3.1 Rental Fees. Customer shall pay the monthly fees in accordance with the terms specified in the Order Form. Prices do not include value added tax or any other applicable taxes or costs, which shall be for Customer’s account and shall be added to each invoice.

3.2 Rental Period. The rental period shall start on the day the System is delivered as per section 5.1 and end on the day where it is returned as per section 7.1 (the “Rental Period”), it being specified that if the System is not shipped for return within 3 days of the last day of rental, the Rental Period shall be automatically extended and rental fees shall be due accordingly. A full month of rental fees shall be charged for any additional started month.

3.3 Payment. Rental payments foreseen by the Order Form must be made in advance, through www.pix4d.com or by wire transfer to the bank account indicated by Pix4D. All other payments owed under the Conditions are due within 15 days as from the date of the invoice.

3.4 Full payment. All payments shall be made without any deduction. The place of payment for all payments to be made by Customer is the registered office of Pix4D.

3.5 Late Payment. With regard to payment, Customer acknowledges and agrees that time is of the essence. Pix4D may, without prejudice to any other rights of Pix4D and without a written reminder, charge interest on any overdue payment at 5% (five percent) per annum from the due date computed on a daily basis until all outstanding amounts due by Customer are paid in full. All costs and expenses incurred by Pix4D with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Customer’s account.

4. DELIVERY

4.1 Delivery. Pix4D shall organise the shipment at its costs and bear the risks until the System is at the disposal of the Customer at the place indicated on the Confirmed Order. In case of international delivery, Pix4D shall further clear the System for export, it being specified that Customer shall be the importer of record and, as such, shall obtain at its own risk and expense any import authorization, carry out all customs formalities and pay any costs (incl. import duties, taxes or customs clearance costs) in relation to the import of the System.

4.2 Inspection. Customer must inspect the System immediately upon receipt and satisfy himself/itself that the delivered goods are undamaged and in conformity with the Rental Form. Any apparent damage must be immediately notified to the carrier, prior to accepting delivery. In any event, all complaints regarding the System must be made in writing and reach Pix4D within 5 days of delivery. Provided damage during transport is confirmed by the carrier, Pix4D shall deliver a new System as per the Confirmed Order. Failure to complain within the appropriate time or any use of the System shall be deemed to be an unconditional acceptance of the delivered goods and waiver of all claims in respect thereof.

4.3 Delay. Unless stated otherwise in the Confirmed Order, any times or dates for delivery by Pix4D are estimates and shall not be of the essence. Pix4D is entitled to deliver the System as stated in the Confirmed Order in parts and to invoice separately. Delay in delivery of the System shall not relieve Customer of his/its obligation to accept delivery thereof, unless Customer cannot reasonably be expected to accept such late delivery.

5. DUTIES OF THE CUSTOMER DURING THE RENTAL PERIOD

During the entire Rental Period (which covers – for the avoidance of doubt – the whole duration where the System is in possession of the Customer), the Customer shall be bound by the following undertakings.

5.1 Use

(a) The Customer agrees to properly follow the operating and service instructions and to have the System operated only by personnel with the required knowledge and skill.

(b) The System must be looked after and handled carefully, in particular during installation and removal.

(c) The Customer shall provide and equip the System with appropriate power and internet connection (via SIM card or Wi-Fi), for which Pix4D assumes no liability. The Customer undertakes to protect the System from electrical overload and shall be fully responsible for any damage in relation thereto (see section 7.2).

(d) The Customer acknowledges that the use of the System may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards”). Customer shall be exclusively responsible for ensuring compliance with all Laws and Standards associated with his/its intended use of the System and for obtaining all necessary approvals, permits or clearances for such use.

5.2 Damage and Repair

(a) Any damage to or malfunction of the System during the Rental Period must be immediately notified to Pix4D.

(b) Any repair on the System shall be exclusively performed by Pix4D personnel. Customer shall not disassemble or open the System, attempt any repairs or make any modifications thereto unless instructed by Pix4D personnel in writing.

5.3 Ownership Protection.

(a) The Customer shall only be allowed to attach the System to other equipment temporarily, as required by the normal use of the System.

(b) The Customer shall keep the System separate from its own equipment and shall mark it to indicate that it is Pix4D’s property.

(c) The Customer shall ensure that any ownership labels remain safely attached on the System under all circumstances and refrain from removing them.

(d) In the event the System is levied upon or is threatened with seizure or the like, in particular during debt-recovery, insolvency or receivership proceedings, Customer shall immediately notify Pix4D and take all actions and file all petitions required to inform third parties and defend Pix4D’s ownership interest in the System. Customer shall indemnify Pix4D against all loss and damages by such action.

6. RETURN OF THE SYSTEM AND LIABILITY FOR DAMAGES

6.1 Return. Unless otherwise indicated by Pix4D, the Customer shall organise the return shipment at its costs and bear the risks until the System is at the disposal of Pix4D at the place indicated on the Confirmed Order. In case of international return shipment, Customer shall further clear the System for export, it being specified that Pix4D shall be the importer of record and, as such, shall obtain at its own risk and expense any import authorization, carry out all customs formalities and pay any costs (incl. import duties, taxes or customs clearance costs) in relation to the import of the System back in Switzerland. The Customer shall provide for appropriate insurance for the System during the return shipment. Section 4.2 shall apply in case of delay and the Rental Period be extended accordingly.

6.2 Liability for Damages. The System must be returned in good working condition at the end of the Rental Period. The hand-over to the carrier for return to Pix4D shall constitute confirmation thereof. Any cost of damages to, loss or destruction of the System during the Rental Period outside of normal wear and tear shall be reimbursed by the Customer, including damage caused by improper use, treatment or storage.

7. LIMITED WARRANTIES AND LIABILITY OF PIX4D

7.1 LIMITED WARRANTY. PIX4D SOLELY GUARANTEES THAT THE SYSTEM SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UPON DELIVERY. PIX4D GIVES NO FURTHER GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE CONDITION, MERCHANTABILITY, DESIGN, CAPACITY, PERFORMANCE, FITNESS FOR ANY SPECIFIC PURPOSE AND ABSENCE OF DOWN-TIME OF THE SYSTEM OR OF THE DATA PRODUCED BY IT. THE WARRANTY SHALL NOT APPLY TO ANY SYSTEM, OR PORTION THEREOF, WHICH HAS BEEN SUBJECT TO ABUSE, MISUSE, IMPROPER INSTALLATION, MAINTENANCE OR OPERATION, ELECTRICAL FAILURE OR ABNORMAL CONDITIONS, OR UNAUTHORIZED TAMPERING, MODIFICATION OR REPAIR.

7.2 EXCLUSIVE REMEDY. CUSTOMER’S SOLE REMEDY UNDER THE WARRANTY (SEE SECTION 8.1) SHALL BE LIMITED TO, AT PIX4D’S DISCRETION, THE REPLACEMENT OR REPAIR OF THE DEFECTIVE SYSTEM, TO THE EXCLUSION OF ALL OTHER REMEDIES.

7.3 LIMITED LIABILITY. PIX4D SHALL ASSUME NO LIABILITY OF ANY KIND (INCL. DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES) IN CONNEXION WITH THE SYSTEM OR THE RENTAL THEREOF TO THE FULLEST EXTENT PERMITTED BY LAW, IT BEING SPECIFIED THAT THE EXCLUSION OF LIABILITY DOES NOT APPLY IN CASE OF WILFUL MISCONDUCT OR – EXCEPT WITH RESPECT TO AUXILIARIES – IN CASE OF GROSS NEGLIGENCE BY PIX4D. IN PARTICULAR, PIX4D SHALL NOT BE LIABLE FOR ANY DAMAGE OR HARM (INCLUDING BODILY INJURY OR DEATH) IN RELATION TO IMPROPER INSTALLATION, USE, MAINTENANCE OR OPERATION OF THE SYSTEM, ELECTRICAL FAILURE OR OVERLOAD OF THE SYSTEM, OR ANY FAILURE TO COMPLY WITH OPERATING AND SERVICE INSTRUCTIONS.

7.4 INDEMNITY. THE CUSTOMER SHALL INDEMNIFY AND HOLD PIX4D HARMLESS FROM AND AGAINST ALL CLAIMS, PROCEEDINGS, COSTS, EXPENSE, DAMAGES AND LIABILITY, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR CONNECTED WITH, OR RESULTING FROM THE INSTALLATION, POSSESSION, USE, OPERATION OR RETURN OF THE SYSTEM BY THE CUSTOMER.

8. MISCELLANEOUS

8.1 Independent Parties. Pix4D and the Customer are independent parties, and the relationship created hereby shall not be deemed to be that of principal and agent. The Customer shall under no circumstances be allowed to represent Pix4D or allow or encourage a third-party to believe in the existence of such powers.

8.2 Heading. The headings contained in the Conditions are included for mere convenience of reference and shall not affect its construction or interpretation.

8.3 Complete Agreement. These Conditions, the Order Confirmation and any additional Pix4D terms embody the entire understanding between the Parties and supersede all previous agreements whether in writing or orally regarding its subject matter. In case of discrepancy between them, the order of descending precedence shall be 1) Order Confirmation, 2) additional terms, 3) Conditions.

8.4 Waiver. Failure by Pix4D to enforce at any time any provision of the Conditions shall not be construed as a waiver of Pix4D’s right to act or to enforce any such term or condition and Pix4D’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by Pix4D of any breach of the Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.

8.5 Severability. If any provision of the Conditions is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the Conditions shall remain valid and enforceable to the fullest extent possible

8.6 Non-Assignment. Neither Party may assign any of the rights or obligations under the Conditions or a Confirmed Order without the prior written consent of the other Party.

9. APPLICABLE LAW AND JURISDICTION

9.1 Applicable Law. The Confirmed Order and the Conditions shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to the conflict of laws provisions thereof. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.

9.2 Jurisdiction. Any dispute arising out of, or in connection with, the Confirmed Order and/or the Conditions shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.


For any questions regarding these terms, please contact Pix4D at:

Pix4D SA, EPFL Innovation Park, 1015 Lausanne, Switzerland E-mail: legal@pix4d.com Version: 170310 All rights on these terms belong to their author. Any reproduction, without prior license, is strictly forbidden

PDF version available here

PRIVACY AND PERSONAL DATA PROTECTION POLICY

Pix4D SA, a joint-stock company incorporated under Swiss law, having its registered office at EPFL Innovation Park, Building F, 1005 Lausanne, Switzerland, takes the protection of Your personal data very seriously and of paramount importance. We want each visitor of our website, www.pix4d.com (the Site), to be in control of his personal data. This Privacy Policy provides information on how we collect, store, process, use and protect Your personal data.

For the purpose of this Privacy Policy, personal data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (the “Personal Data”).

In this Privacy Policy, the terms “we“, “us“, “our(s)” and “Pix4D” are referring to Pix4D SA. “You” and “Your(s)” are referring to any person using or accessing our Services, You and us being collectively referred to as the Parties, and individually, as a Party.

This Privacy Policy supplements as an informational document the End-User License Agreement (the “EULA”) governing the use of the Pix4D software solutions and products. Unless otherwise stated in this Privacy Policy, any capitalized term shall have the meaning ascribed to it in the EULA. In case of discrepancies between the terms of this Privacy Policy and the ones of the EULA, the former shall prevail.


IMPORTANT

Please carefully read this Privacy Policy. When You use or access, or interfere with, the Site and/or the Services, and by providing us with Your Personal Data, we collect, store, process and use Your Personal Data according to the applicable law, in particular with the EU General Data Protection Regulation (“GDPR”) (specifically but not limited to Article 6(1)(b) to (f) and Article 28) as well as the Laws of Switzerland (together the “Applicable Law”), where Pix4D is incorporated, and in accordance with the practices explained in this Privacy Policy.

You have granted us Your consent to do this when You signed up for use of the Pix4D software solution(s) and/or products.

Please do not access or use or interfere with the Site and/or our Services, or do not provide us with any of Your Personal Data, should You not fully consent to this Privacy Policy.

In case of disagreement, if You withdraw Your consent or if You choose not to provide us with some of the required Personal Data, we may be totally or partially unable to provide You our products or services.

Should You have questions or comments regarding this Privacy Policy or suggestions regarding its improvement, please contact our support team at sales@pix4d.com or by phone at +41 21 552 05 90.

1. Which data do we collect and for what purpose?

We collect personal data in two ways and for the following purposes:

Information that You freely choose to share with us: In order to use our Services, You need to provide us with some Personal Data, such as Your email address and password. The Members may also be required to provide us with Personal Data relating to themselves, such as their name, phone number, postal address and/or payment information, including bank account, credit or debit card number.

When You sign up for, and open, an account with Pix4D, or sign up for content or offers, we may then ask You to provide us with information such as Your name, email address and details about Your organization.

As otherwise detailed in this Privacy Policy, we will solely process this information to provide You with the service You signed up for.

You may deactivate Your Pix4D account and/or unsubscribe from receiving content or offers from us at any time. Following termination of Your account, we may retain Your Personal Data (in part or in whole) in order to meet any regulatory and reporting requirements for the timeframes stipulated by law and in order to be able to address customer service issues. Any other Personal Data we would have been processing on Your behalf would be deleted permanently within 30 calendar days.

Information that is automatically collected when using our Services: Besides the Personal Data that You freely choose to share with us, we may collect and process various information regarding Your use of – and Your behaviour through – the Services.

Usage data. So, when You visit the Site we store the name of Your internet service provider, the website from which You visited us from, the parts of the Site You visit, the date and duration of Your visit, and information from the device (device type, operating system, screen resolution, language, country You are located in, and web browser type) You used during Your visit. We only capture and store a truncated version of Your IP address. It is captured and stored in an anonymized format by suppressing the last octet so Your full IP address never reaches our servers and we never have access to it.

We process this usage data to facilitate Your access to the Services (e.g. to adjust the Services to the device You are using), and to recognize and stop any misuse. We also process usage data in an anonymized form for statistical purposes and to improve the Site. With regards to the information relating to Your behaviour through our Services that we automatically collect, we use them for the purpose of improving and personalizing the Services so as to better meet Your expectations.

Cookies. Pix4D uses cookies to process information including standard internet log information and details of the visitor’s behavioral patterns upon visiting the Site. Cookies are small data files transferred onto computers or devices by sites for record-keeping purposes and to enhance functionality on the Site. Pix4D stores this information in a pseudonymized user profile. Cookies are stored on Your individual device and You have full control over their use.

We use cookies to provide You with a better experience, and to facilitate the use of certain functions. Pix4D does not process this information to identify individual users or to match it with further data on an individual user.

You may deactivate or restrict the transmission of cookies by changing the settings of Your web browser. Cookies that are already stored may be deleted at any time. Should You visit the Site with cookies deactivated, You may possibly not be able to use all of the functions on the Site to the full extent. Please refer to items 3 & 4 below for further details.

Contact via e-mails. On the Site You have the opportunity to contact us to ask us questions, for example via the contact form, we ask You for Your contact information (e.g. name, email address etc.). If You receive e-mails from us, we may use certain analytics tools, to capture data such as when You open our email or click on any links or banners our e-mail contains.

We may also occasionally send You notification emails about updates to our product, legal documents, offer customer support or marketing emails. Except for cases where we are required to do so by law (e.g. notifying You of a data breach), You shall have the opportunity to unsubscribe from receiving these messages free of charge.

We use this data solely in connection with answering the queries we receive or to help us gauge the effectiveness of our communications and marketing campaigns.

2. To whom are the collected data communicated?

We use a select number of trusted external service providers for certain technical data analysis, processing and/or storage offerings. These service providers are carefully selected and meet high data protection and security standards.

We only share information with them (i) if required to achieve the purpose for which they were freely shared with us or that is required for the services offered (e.g. the execution of an order), (ii) if You have provided prior consent, (iii) if we are obliged to do so by statutory law or an instruction by a public authority or court, or (iv) upon the sale of our business. We contractually bind them to keep any

Besides, we remind You that, when You are using, through our Services, third-party services (Google Maps™, YouTube™, Facebook™ or Twitter™ buttons, etc.), the providers of such services may also collect and process Personal Data through their services (Your localization, Your user preferences, etc.). Therefore, before using these services, we recommend that You carefully read the privacy policies of these third parties. Twitter, Google and Facebook export data to the United States which is considered a country not providing a level of data protection adequate to EU standards.

Please remember that when You publicly share Personal Data, this information may be seen and used by other people, as well as indexed by search engines.

Finally, in case of fraudulent use of our Services and, in particular, upon suspicion of punishable acts, Your Personal Data may be analysed for purposes of clarification and, upon duly justified request, according to us, transmitted to the competent official authorities or to the third person affected by the fraud.

3. What kind of cookies do we use?

Like most websites, we may use cookies to optimize the Site. Cookies are little files that are stored on Your data storage medium and that memorize, through Your Internet browser, some configurations and data in order to exchange them with our system. We may in particular use the following cookies:

Strictly necessary cookies: these are cookies that are required for the operation of the Site and for You to be able to complete services You ask for. They include, for example, cookies that enable You to log into secure areas of the Site.

Functional cookies: these cookies record information about choices You make on the Site, such as Your user name, language or the region You are in. In this way, we are able to personalize Your visit on the Site.

Performance cookies: these “analytical” cookies allow us to collect information about how visitors use the Site, for example to count visitors and to see how visitors move around the Site. They record Your visit on the Site, the pages You have visited and the links You have followed and also Your shortened IP address. These cookies do not collect information that identifies You. All information is anonymous. This helps us to improve the way the Site works. In order to continuously improve and optimize the Site, we may use in particular the Google Analytics™ tracking technology. Google Analytics™ is a service of Google LLC (“Google“). Google Analytics™ is a web-analysis service allowing us to better understand Your behaviour on the Site. It may use a certain type of cookies in order to collect anonymous information and create activity reports regarding usage statistics of the Site without You being personally identified. If You do not agree with Google Analytics ™ collecting personal data regarding Your visits, You can install an add-on module for Your web browser, which allows You to deactivate Google Analytics™ for the future.

Social media cookies: these cookies allow You to share some content of the Site with social media platforms (e.g. Facebook™ or Twitter™ buttons). This method may authorize the concerned social media to monitor Your navigation on the Site by the mere fact that Your account is activated on Your device (open session) during the navigation. We have no control over these cookies as they are set by third-party providers.

Advertisement cookies: these cookies allow us to deliver tailor-made advertisements to You on third-party websites based on Your interests in our products and services manifested during Your visit on the Site. These cookies do not collect information that identifies You. All information is anonymous.

We may engage on the Site in interest-based advertising, including retargeting or remarketing technology provided by third parties, such as Google™ or Facebook™. Based on that, we are able to approach You with personalized advertisements. For this purpose, cookies are stored on Your computer. During Your visit on the Site, neither the third-party providers nor Pix4D collect any personalized data, only anonymized data. Thanks to such data we can, for example, approach You with advertisements on third-party websites which is personalized according to Your interests in our products or services, e.g. after You have visited the Site and showed interest in a particular series of products or services, this technology may later show You more information in form of advertisements while surfing on another website. The only goal of engaging this technology is to best adapt the available information to Your interests and to make Your online experience as informative as possible.

Flash cookies from Adobe Flash Player™: Adobe Flash Player™ is a piece of software allowing quick development of dynamic content using “Flash” language. Flash (and application of the same type) memorizes the settings, the preferences and the utilization of these contents thanks to a technology, which is similar to cookies. However, Adobe Flash Player™ manages this information and Your choices through an interface that is different from the one provided by Your web browser. As Your device could visualize content developed in Flash language, we invite You to access Your Flash cookies management tools, directly through the following website: http://www.adobe.com/fr/

4. How can You control the cookies that we use?

Upon Your first visit on the Site, You shall express Your choice regarding the use of cookies on Your computer. If you leave cookies “turned on”, we can offer You a better experience on the Site. If You set Your browser to block all cookies (including strictly necessary cookies), You may not be able to access parts of the Site.

At any time, You may deactivate cookies as follows.

Most browsers accept cookies automatically but allow You to disable them. The help menu on most browsers will tell You how to prevent Your browser from accepting new cookies, how to have the browser notify You when You receive a new cookie and how to disable cookies altogether. You can also disable or delete cookies You have previously accepted if You wish to. Further information is available on the following websites:

Most cookies can also be deactivated through third-party tools, such as the ones proposed by the website Youronlinechoice, by the Network Advertising Initiative or by the company Ghostery. Further, most of third-party providers offer modules or proceedings allowing You to deactivate the cookies they use. Pix4D offers no guarantee regarding these tools, developed by third parties.

6. Your Personal Data, Your Rights

In line with the applicable law, You have the right to be informed of Your Personal Data processed by Pix4D, a right to rectification and/or correction, a right of erasure and/or restriction of processing. You have also the right to receive from Pix4D a structured, common and machine-readable format of Your Personal Data You provided to us.

You may at any time change and/or withdraw Your consent regarding any use or processing of Your Personal Data, without affecting the lawfulness of the processing that was carried out prior to withdrawing it. To this end, You may simply log onto Your account, access Your profile and make the desired changes or, should this option not be available, please contact our support team at sales@pix4d.com or by phone at +41 21 552 05 90. Unless we are not able to identify the data that concerns You, the request is clearly unfounded or abusive (due notably to its repetitive nature) or we may oppose You another lawful legitimate reason, we will respond to Your request in a timely manner and at no cost.

Whenever You withdraw Your consent, You acknowledge and agree that this may have a negative influence on the quality of the Site and/or the Services. You further acknowledge and agree that Pix4D shall not be held liable with respect to any loss and/or damage to Your Personal Data if You choose to withdraw consent.

Information about Your right of objection under Article 21 GDPR

1. Right of objection in individual cases

In addition to the rights already mentioned, You have the right, for reasons arising from Your particular situation, to object at any time to the processing of Personal Data relating to You, which is processed on the basis of Article 6 (1) e) GDPR (data processing in the public interest) and Article 6 (1) f) GDPR (data processing on the basis of a balance of interests); this also applies to profiling based on this provision within the meaning of Article 4 (4) GDPR. If You file an objection, we will no longer process Your Personal Data unless we can prove compelling grounds for the processing that outweigh Your interests, rights and freedoms or the processing serves to assert, exercise or defend legal claims. Please also note that, if we terminate the processing due to Your objection, the Site may no longer be available to You or only to a limited extent.

2. The right to object to the processing of data for advertising purposes

You also have the right to object at any time to the processing of Personal Data concerning You for the purpose of direct marketing (including any subscription to our newsletter or personalized ads); this also applies to profiling, insofar as it is associated with such direct marketing. If You object, we will no longer process Your personal data in the future. The objection can be made form-free and should be addressed to the following e-mail sales@pix4d.com or by phone at +41 21 552 05 90]

More generally, please send any request by mail or e-mail, with sufficient information for us to unequivocally identify You, to:

Pix4D SA EPFL Innovation Park, Building F CH-1005 Lausanne E: sales@pix4d.com P: +41 21 552 05 90

Finally, please not that, in addition, You have the right to lodge a complaint with the data protection authority in Your jurisdiction.

Please note that You are not required by law to provide us with the Personal Data as indicated by this Privacy Policy. Further, the contractual relationship that You might have entered into with us by agreeing to our terms and conditions does not imply any obligation to provide Your Personal Data. However, You might not be able to use our Service to the full extent if You do not provide us with certain data or object to the use of these Personal Data.

7. Security and retention of Personal Data

We will store Your usage data until such time when You withdraw Your consent for us to do so. All other data as specified above will be retained for as long as is necessary for the purpose(s) for which we originally collected it. We may also retain information and/or data as required by law.

8. Revision to this Privacy Policy

We may revise this Privacy Policy from time to time. The most current version of this Privacy Policy will explain our practices for collecting, processing, and disclosing Personal Data. We will provide notice of any modifications by posting a written notice on the Site. If You have an account with us, we will notify You of any material modifications by sending You an e-mail to the e-mail address associated with Your account, unless You have unsubscribed from all e-mail communications.

All rights on this Privacy Policy belong to their author. Any reproduction, without prior license, is strictly forbidden.

Updated: 18 May 2018 View a PDF of this policy

PIX4D SOFTWARE END-USER LICENSE AGREEMENT

Updated: 18 May 2018, version 1.0

PLEASE READ THIS SOFTWARE END-USER LICENSE AGREEMENT (the “EULA”) CAREFULLY BEFORE USING THE PIX4D SOFTWARE. BY USING THE PIX4D SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THE EULA, DO NOT INSTALL AND/OR USE THE PIX4D SOFTWARE.

SCOPE: By default, sole the EULA is applicable. When reference is made to Schedules, such Schedules, by default, shall not form an integral part of the EULA. Please contact Pix4D’s sales team by e-mail at sales@pix4d.com or by phone at +41215520590 to discuss any activation and integration of such Schedules to the EULA.

IMPORTANT NOTE: To the extent that the Pix4D Software may be used to reproduce, modify, publish and distribute materials, it is licensed to you only for reproduction, modification, publication and distribution of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce, modify, publish or distribute. If you are uncertain about your right to copy, modify, publish or distribute any material, you should contact your legal advisor.

Any capitalized terms used throughout of the EULA are defined terms. The definitions can be found in Section 14.

1. GENERAL

1.1. The EULA shall govern the offering, licensing (which are the terms and conditions under which Pix4D SA or one of its Affiliates (the “Licensor”) allows You to use the Pix4D Software to input, process, assess, analyze, edit, output and deliver data for mapping and modelling purposes, as well as the documentation accompanying the Pix4D Software), delivery and the support of the Pix4D Software from or on behalf of the Licensor to You (the Licensor and You collectively, the “Parties“).

1.2. The Pix4D Software is supported on devices that meet the minimum and recommended hardware and software specifications and requirements mentioned on the following webpage: https://support.pix4d.com/hc/en-us/articles/202557289.

1.3. Depending on the circumstances, additional terms of the Licensor may apply, provided they be expressly delivered to You. In case of conflict between the EULA and additional terms, the latter shall prevail.

1.4. The Licensor explicitly rejects the applicability of any of Your general terms and conditions. Failure by the Licensor to object to the terms and conditions set by You shall in no event be construed as an acceptance of any of Your terms and conditions.

1.5. Any electronic communication between the Parties shall be effective as originals and shall be considered to be a “writing” between the Parties. When and if used, the electronic communication system used by the Licensor will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

2. LICENSES

2.1. Principle. The Pix4D Software is licensed under the following terms and conditions:

Common terms and conditions a. All rights not expressly granted by the Licensor hereunder are reserved.

b. The Pix4D Software is licensed, not sold, to You by the Licensor for use only under the terms of the EULA. The Licensor and/or the Licensor’s licensors retain ownership of the Pix4D Software itself and reserve all rights not expressly granted to you.

c. The Licensor grants You a non-exclusive, non-transferable, non-assignable and non-sublicensable right to run and use the Pix4D Software as well as the Documentation (the “License“) under the terms and conditions further detailed under Section 3.5. As a rule, You may not distribute or make the Pix4D Software available over a network where it could be used by multiple devices at the same time, and You may not rent, lease, lend, sell, redistribute or sublicense the Pix4D Software.

d. The License may be granted under various schemes, which are either:

1.Free of charge, being granted either:

  • without any support services.

This License covers the following Pix4D schemes of License (see below for further details):

  • Pix4Ddiscovery;

  • Pix4Dcapture; or

  • under a trial version, with limited support services.

    2.Against payment of a fee, whose scheme depends on whether the License pursues a commercial purpose or not:

For a commercial purpose, the License may be granted: through a rental-type or subscription-type (SaaS) scheme, meaning the process of granting the License for a limited time (the “License Rental“), it being specified that, upon expiry of any rental period, the Pix4D Software shall automatically revert to the Pix4Ddiscovery License.

This License covers the following Pix4D schemes of License (see below for further details):

  • Pix4Dmapper;
  • Pix4Dag;
  • Pix4Dbim;
  • Pix4Dmodel;
  • Pix4Dfields;
  • Pix4Dengine [Cloud = hosted, Server = non-hosted]; or through a purchase-type scheme, meaning the process of granting a software license for unlimited time (the “License Purchase“).

This License covers the following Pix4D schemes of License (see below for further details):

  • Pix4Dmapper;
  • Pix4Dag;
  • Pix4Dbim;

For any other purpose, which are non-commercial, non-governmental, academic or teaching purposes, the License may be granted as: a License Rental. This License covers the Pix4Dmapper Educational, Student License; or as a License Purchase. This License covers the following Pix4D schemes of License (see below for further details):

  • Pix4Dmapper Educational, Professor (former “Single license”);
  • Pix4Dmapper Educational, Classroom [25 devices];
  • Pix4Dmapper Non-commercial [for charities].

e. You shall take reasonable security measures to ensure that no person other than You or any person acting under your full liability and supervision accesses the Pix4D Software.

Specific terms and conditions depending upon to the type of Licenses

In addition to the general terms and conditions mentioned in the previous paragraphs:

  1. Pix4Ddiscovery

f. The Pix4Ddiscovery License grants You the right to install and use a limited version of the Pix4D Software for free and during an indefinite period of time. Limitations to the Pix4D Software include restrictions to, or exclusion of, a number of functionalities, such as for example output, index calculator, mosaic editor and measurements.

g. The Pix4Ddiscovery License is the default License applicable whenever no other License is activated or valid.

h. No Support is provided during the term of the License. Upgrades are provided within the scope of the License.

  1. Pix4Dcapture

i. The Pix4Dcapture License grants You the right to install and use the full version of Pix4Dcapture®, which is Pix4D’s flight planning mobile app, for free and during an indefinite period of time.

j. Pix4Dcapture® is licensed with a dedicated disclaimer available in the “about” section of the app. By using Pix4Dcapture®, You are agreeing, in addition to the applicability of the EULA, to be bound by the terms of the disclaimer.

k. No Support is provided during the term of the License. Upgrades are provided upon their release.

  1. Pix4Dmapper

l. The Pix4Dmapper License grants You the right to install and use the Pix4D Software on the number of devices mentioned in the License certificate that is provided by the Licensor to You upon completion of the subscription, against payment of a fee.

m. The terms of this Section also apply to the following Licenses:

  • Pix4Dmapper, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers (including Pix4Dmapper Pro);
  • Pix4Dmapper (OEM), which may only be purchased together with third-party manufactured drones and used exclusively together with said drone (including Pix4Dmapper LT Mosaic, Pix4Dmapper LT Mesh, etc.);
  • Pix4Dmapper (Educational, Professor), which may only be acquired through License Purchase by universities, schools, research institutes and the like for educational research and teaching purposes;
  • Pix4Dmapper (Educational, Student), which may only be acquired through License Rental by students enrolled in universities, schools, research institutes and the like which hold a Pix4Dmapper Educational, Professor license for educational research and teaching purposes;
  • Pix4Dmapper (Educational, Classroom), which may only be acquired through License Purchase by universities, schools and the like for non-commercial, teaching purposes;
  • Pix4Dmapper (Non-commercial), which may only be acquired through License Purchase for non-commercial use;
  • Pix4Dag, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers;
  • Pix4Dbim, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers;
  • Pix4Dmodel, which may be acquired through License Rental or authorized resellers; and
  • Pix4Dfields, which may be acquired through License from the Licensor or authorized resellers.

n. Upgrades and standard Support (as per Section 3) are:

  • In case of acquisition through the License Rental, included during the entire rental term; and/or

  • In case of License Purchase, included during the 1st (first) year after License Key Activation.

  • Extension of the Upgrades and Support period, as well as of the level of Support, may be separately subscribed. See Section 3.5 and please contact Pix4D’s sales team by e-mail at sales@pix4d.com or by phone at +41215520590.

  • Pix4Dmapper Trial

o. The Pix4Dmapper Trial License grants You the right to install and use the Pix4D Software for free during a limited period of time as from activation for purposes strictly limited to the internal evaluation of the Pix4D Software in order to determine whether the Pix4D Software meets Your requirements and whether You desire to continue using the Pix4D Software. Certain components of the Pix4D Software may not be available for use under the Pix4Dmapper Trial License.

p. Upon expiry of the Pix4Dmapper Trial License, You must purchase or rent a new License or upgrade the existing License Key for further use of the Pix4D Software. Upon expiry of the trial period, the Pix4D Software shall automatically revert to the Pix4Ddiscovery License (see below).

q. No Upgrades and Support are provided during the term of the License.

  1. Pix4Dengine (Server & Cloud)

r. The Pix4Dengine License (Pix4Dengine Server and Pix4Dengine Cloud) grants You the right to install, use and operate the Pix4D Software for the purpose of providing access to the Pix4D Software to Authorized SaaS Users within the limit of simultaneous Devices connected as mentioned in the License Certificate against payment of a fee calculated depending on actual use. The Pix4Dengine License shall constitute an authorization from the Licensor with respect to Section 2.2 (e).

s. By way of exception to Section 2.1 (a), You are granted a right to sub-license use of the components of the Pix4D Software that must be downloaded on Authorized SaaS Users’ Devices to interface with the Pix4D Software on the server, it being specified that such sub-license right shall be strictly limited to the time and scope required for the Authorized SaaS User to use the SaaS Service. Nothing in such sub-license shall operate to assign or transfer any intellectual property rights on the Pix4D Software from the Licensor to You and/or any Authorized SaaS User.

t. You shall publicly display the “Powered by Pix4D” logo whenever showcasing the services which use the Pix4D Software.

u. The Licensor collects and processes information on Authorized Users regarding their use of the SaaS Service for the purposes of calculating the fee. You procure that all Authorized SaaS Users provide explicit acceptance of such collection and process of their personal information as per the privacy policy accessible at http://pix4d.com/privacy.

v. Nothing in the Pix4Dengine License shall constitute or create any relationship of representation, agency or partnership between the Parties. You will provide the SaaS Service to Your Authorized SaaS Users in Your own name and on Your own account and as an independent contractor. Neither Party shall have the power to incur any obligations in the name of or on behalf of the other Party or to pledge the credit of the other Party, without the written consent of such other Party.

w. Upgrades and standard Support (as per Section 3) are included. Extension of the Upgrades and Support period, as well as of the level of Support, may be separately subscribed. See Section 3.5 and please contact Pix4D’s sales team by e-mail at sales@pix4d.com or by phone at +41215520590.

2.2. Restrictions. You shall not use the Pix4D Software for any purpose other than those mentioned in Section 2.1. Without limiting the generality of the previous sentence, You may not:

a. make copies of the Pix4D Software (or any part thereof), with the exception of one (1) back-up copy for archival purposes;

b. modify the Pix4D Software or separate out any of its components for use with other software solutions;

c. use the Pix4D Software (or any part thereof) to create derivative or composite works;

d. transfer, lend, loan, lease, rent, sell, distribute or otherwise share the Pix4D Software (or any part thereof) to another person;

e. without the written authorization of the Licensor, install the Pix4D Software on servers for remote access (whether online, cloud-based or other);

f. without the written authorization of the Licensor, use the Pix4D Software through the API;

g. decompile, disassemble, or otherwise reverse engineer or attempt to discover the source code or any underlying proprietary information of, or decrypt, the Pix4D Software or any part thereof;

h. circumvent the copy protection technology that may be included in the Pix4D Software, including features that automatically disables or limits use of the Pix4D Software upon expiration of a License;

i. use the Pix4D Software in any way that violates any applicable federal, state, local, or international law or regulation; or

j. assist or allow anyone to do anything that the EULA prohibits You from doing.

2.3. Compliance with Laws. You agree to use the Pix4D Software in compliance with all applicable laws, including local laws of the country or region in which You reside or in which You download or use the Pix4D Software.

2.4. License Key & Activation. After acceptance of the EULA, a unique License Key is provided to You for the License. The License Key must be protected against theft and unauthorized access and use. A functional internet connection to the License Server is required for License Key Activation and for License Device Activation (including de-activation and then potential re-activation). Failing License Key Activation and License Device Activation, the Pix4D Software will run under the Pix4Ddiscovery License.

2.5. Audit & monitoring. Whatever the type of License granted, You acknowledge and agree that the Licensor may monitor and audit the use of the Pix4D Software for compliance with the EULA at any time, upon reasonable notice.In the event that such audit reveals any of Your uses of the Pix4D Software other than in full compliance with the terms of the EULA, You shall reimburse the Licensor for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.

3. UPGRADES AND SUPPORT

3.1. Principle. Upgrades and Support are subject to subscription, which may be (i) in case of License Rental, included with the License, (ii) in case of License Purchase, included in the License for a limited period of time when specified, or (iii) subscribed or renewed by paying the applicable Upgrade and Support fee.

3.2. Period. The initial Upgrades and Support subscription will start upon the grant of the License Purchase and/or License Rental. Each subsequent Upgrades and Support subscription term will start on the day following the expiration of a previous subscription term regardless of the actual upgrade subscription renewal date.

3.3. Upgrades. The Licensor may provide Upgrades, including modification or discontinuance of certain functionalities of the Pix4D Software, at its sole discretion upon the following terms and conditions:

a. You may continue to use the previous version together with an Upgrade provided that both are installed on the same Devices, subject to the limitations set forth in the License Certificate.

b. Unless the Licensor provides other terms and conditions with an Upgrade, the terms and conditions of the EULA shall continue to apply. You may refuse to accept an Upgrade, it being specified however that (i) the functionalities of the Pix4D Software may be partially or totally restricted and (ii) the Licensor shall have no further obligation but may, at its sole discretion, provide limited Support.

c. If amended terms and conditions of the License are provided with the Upgrade, such new terms will apply upon installation of the Upgrade. If no amended terms and conditions of the License are provided, the EULA shall continue to apply.

3.4. Standard Support. By default, when applicable, the Licensor shall provide standard Support upon the following terms and conditions, it being specified that the Licensor makes no warranties that the standard Support will resolve any particular Support request or that such resolution will meet Your requirements and/or expectations:

a. Support will be provided by a dedicated email ticketing system. The Licensor will investigate promptly any questions or problems related to the Pix4D Software You may have, provided that adequate information is delivered to the Licensor (i) to assist the investigation, such as the nature of the problem, including any information reasonably necessary for diagnosis and correction, the operation or the serial of operations being performed by the Pix4D Software when the problem occurred, detailed description of the problem, its duration, any attempts made by You to resolve the problem, and, ultimately, (ii) to confirm that the questions have been answered and the problems solved.

b. For the sake of clarity, the Licensor does not provide guaranteed response time but undertakes to make good faith efforts to answer e-mails within 24 hours during workweek, excluding holidays. Further, the Support to be provided by the Licensor hereunder is limited to the most current version of the Pix4D Software.

c. All Support requests must be submitted to our Support ticketing system available at https://support.pix4d.com.

d. Certain operations recommended by the Licensor in answer to Your Support request may compromise the integrity of Your data. You are solely responsible for providing adequate and complete back-up of Your data at all times and the Licensor shall assume no liability in case of loss in the integrity for any reason whatsoever.

e. The Licensor’s undertaking to provide Support is contingent upon Your proper use of the Pix4D Software and full compliance with the EULA. Moreover, the Licensor shall be under no obligation to provide Support should such services be required due to (i) failure to operate the Pix4D Software within the systems requirements and/or specifications as per Section 1.2, (ii) any modification or attempted modification of the Pix4D Software by You or any third party, or (iii) Your failure or refusal to implement operations recommended by the Licensor.

3.5. (Optional) Extended Support. The Licensor may also provide an extended support solution named “Enterprise Support” as per Schedule A, upon Your having separately subscribed thereto. See Section 3.5 and please contact Pix4D’s sales team by e-mail at sales@pix4d.com or by phone at +41215520590.

4. PRICING

4.1. Principle. The pricing structure is accessible at https://cloud.pix4d.com/store. It may be changed at any time. Price changes do not affect existing Licenses. The new rates will be applicable to the existing Licenses when the License is renewed.

4.2. Exception. By way of exception to the above, and for the Pix4Dengine License only, the Licensor warrants that the price applied upon grant of a Pix4Dengine License will remain unchanged for a 1-year period running as from the date of receipt of the related License Key.

4.3. Taxes. All payments shall be made without any deduction on account of any Taxes, withholding taxes or transfer costs. For the sake of clarity, the place for all payments to be made by You is the registered office of the Licensor.

5. PAYMENT TERMS

5.1. Currency. Unless otherwise indicated, prices of Licenses are set in Swiss Francs.

5.2. Means of payment. The means of payment accepted by the Licensor are those mentioned on the Website, it being specified that:

a. Payments shall be made with the servers provided and secured by payment service providers. The Licensor. Does not process any financial information relative to You.

b. You bear the risk of malfunction of the mean of payment, and You fully discharge the Licensor from any and all liability in this respect. As such, the Licensor shall not be responsible for any payment failure, in particular those resulting from inaccurate payment card details provided by You or from any restrictions applicable to the mean of payment You have chosen.

5.3. Recurring payments. By acquiring through a License Rental requiring regular payments on a monthly or annual basis (the “Recurring Payments”), You authorize the Licensor to charge its mean of payment automatically. You warrant that it shall remain the owner of the mean of payment specified for Recurring Payments and that such mean of payment has a sufficient limit (credit card) or sufficient funds (bank accounts) to pay any due Recurring Payments.You may cancel Recurring Payments by contacting the Licensor at least 5 (five) business days prior to the next Recurring Payment due date. If You submit cancellation request after this time, the cancellation will not take effect until the following Recurring Payment due date.

5.4. Late payments. With regard to payment for the Licenses, You acknowledge and agree that time is of the essence. the Licensor may, without prejudice to any other rights of the Licensor and without a written reminder, charge interest on any overdue payment at 10% (ten percent) per annum from the due date computed on a daily basis until all outstanding amounts due by You are paid in full. All costs and expenses incurred by the Licensor with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for the Your account.

6. WARRANTIES BY YOU

6.1. Respect of Laws & Standards. You acknowledge that the use of the Pix4D Software may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards“). You shall be exclusively responsible for and warrants that You will (i) fully comply with all Laws and Standards relating to the export control of the Pix4D Software, as further detailed in Section 10.2, (ii) ensure compliance with all Laws and Standards associated with its intended use of the Pix4D Software and obtain all necessary approvals, permits or clearances for such use.

6.2. Indemnification. You undertake to fully indemnify and hold harmless the Licensor, and its partners, directors, officers, agents and employees (each, an “Indemnified Party“) from any damage, claim, liability, loss or expenses (including attorney costs) arising out of or relating to a breach of Your warranties under Section 6.1, whether or not caused by the Indemnified Party’s negligence and whether or not the relevant damage, claim, liability, loss or expense has merit.

7. NO REPRESENTATION & WARRANTY BY THE LICENSOR

7.1. Principle. The Pix4D Software is provided “AS IS” basis without warranties of any kind, either express or implied, except if You have subscribed for the extended representations & warranties scheme.The Licensor does not represent or warrant that the Pix4D Software or materials provided through use of the Pix4D Software are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant that the Pix4D Software or the standard Support will be available or accessible without interruption.

7.2. Express disclaimer. To the fullest extent permissible pursuant to applicable law, the Licensor disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Those who use or process the Pix4D Software do so at their own risk and costs, and are responsible for compliance with local law. In particular, You (and not the Licensor) assume the entire cost of all necessary maintenance, repair or correction, if any, except for the Support to be provided in accordance with the terms and conditions set forth in Section 3.4.7.3. (Optional) Predefined Representations & Warranties. The Licensor may also provide a predefined list of representations & warranties as per Schedule B, upon Your having separately subscribed thereto. Please contact Pix4D’s sales team by e-mail at sales@pix4d.com or by phone at +41215520590.

8. LIMITATION OF LIABILITY

8.1. Principle. (a) As a matter of principle, the Licensor does not accept any liability to You or any third party for any damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of Your personally identifiable information, or any and all other commercial damages) arising out of the EULA, the License or use of or inability to use the Pix4D Software, even if the Licensor has been advised of the possibility of such damages, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.

(b) In particular, the Licensor is not responsible for any problems or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Pix4D Software. Under no circumstances shall the Licensor be responsible for any loss or damage, including personal injury or death, resulting from use of the Pix4D Software or from the conduct of any users of the Pix4D Software, whether online or offline.

(c) For the sake of clarity, the Licensor dos not further bear any liability for the transfer and content of any metadata attached to or contained in the pictures uploaded by You whilst using the Services.

8.2. Consequences. If You are dissatisfied with the Pix4D Software and/or the provisions of any related services, its sole and unique option is to discontinue using the Pix4D Software and the related services. In addition, You release the Licensor and its Affiliates from any damages that You incur, and agree not to assert any claims against them, arising from the Your use of the Pix4D Software or the provision of related services.

9. INTELLECTUAL PROPERTY

9.1. Ownership rights. (a) Subject to the License granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Pix4D Software (including any updates, enhancements, derivatives and modifications) and the Documentation, and any copies thereof are owned by the Licensor. You acknowledge and understand that the Pix4D Software is licensed and not sold.

(b) The possession, installation and use of the Pix4D Software does not grant You any rights or title to any intellectual property rights in the Pix4D Software, the Documentation or the trademarks, brands, illustrations, logos and the like which appear on the Pix4D Software and the related accessories and, as the case may be, packaging.

(c) The structure, organization and code of the Pix4D Software are valuable trade secrets and confidential information of the Licensor.

(d) You further acknowledge that Pix4D® is a trademark which is owned exclusively by the Licensor and that the License does not grant You any right whatsoever in this trademark. For example, You have no right to use, copy, modify, or publicly display this trademark, and You may not remove, alter, or delete such trademark as are affixed by the Licensor to reports, documents, templates, screenshots, output files, etc. generated through use of the Pix4D Software.

9.2. Your content. It is expressly agreed that any output file, which is any file generated by You as a result of Your using the Pix4D Software shall belong to You exclusively.

10. OTHER COVENANTS

10.1. Marketing. (a) As part of the License, You agree to be identified as a customer of the Licensor. The Licensor may refer to You by name, trade name, trademark and may briefly describe the nature of Your business on any marketing materials of the Licensor, including but not limited to the Website, and any public or legal documents.(b) You hereby grant to the Licensor a royalty-free, perpetual, non-exclusive, non-transferable and non-sub-licensable right to use Your name and any trade names or trademarks solely for marketing purposes pursuant to this Section. You may choose to opt-out of this Section by submitting a request to legal@pix4d.com.(c) You will promote and market Your relationship with the Licensor, notably by meaningfully conveying Your relationship with the Licensor on its support and/or product web pages, or through mechanisms such as press releases, product descriptions and specifications, product support web pages, and landing pages. (d) In particular, the Pix4D Software shall be used, sold and/or sub-licensed under the label of the Licensor, mentioning expressly that the Pix4D Software is “powered by Pix4D” in Your customary fashion.

10.2. Export controls. (a) The transfer of the Pix4D Software across national boundaries may be subject to restrictions. You undertake to comply with all applicable international laws governing export and re-export of the Pix4D Software, as well as end-user, end-use and destinations restrictions issued by governments, as the case may be. (b) Without derogating from the generality of the foregoing, You represent that You are not a member of any denied person list, debarred list or any other similar lists published by any government where it intends to use the Pix4D Software and that it will not use, export or re-export the Pix4D Software to territories, destinations, companies, or individuals in violation of U.S. or E.U. embargoes or trade sanctions. You will indemnify, defend and hold the Licensor harmless from and against any claim, demand, suit or proceeding, and all damages, liabilities, costs and expenses arising from Your failure to comply with this Section 10.2.

10.3. Privacy, processing of personal information and connectivity. (a) Using the Pix4D Software, will require maintaining, using, storing and disclosing certain information and data provided to, or collected by, the Licensor and/or any of its Affiliates with respect to You (including, without limitation, personal information) and/or Your business in connection with the EULA. Any action by the Licensor shall be made in conformity with the Licensor’s policies on privacy and data protection as currently available at http://pix4d.com/privacy, which forms an integral part of the EULA, as such policies may be updated from time to time. Where this processing of personal data is based on Your declaration of consent, consent has been granted in a separate document.Concerning Your data collection, storage and processing, subject to the provisions of foreign law (including the EU General Data Protection Regulation and related data protection laws of the EU) that might be directly applicable to Licensor in Switzerland, the Licensor is subject to Swiss legal standards on data protection, which are recognized by European authorities as guaranteeing an adequate level of data protection.

(b) The Licensor processes certain information and data (which may include personally identifiable information and/or personal data) relating to: (i) the user of the Pix4D Software and/or any Device which uses the Pix4D Software; (ii) the Pix4D Software and/or any Device which uses the Pix4D Software; in accordance with the Licensor’s privacy policy mentioned under Section 10.3 (a); and (iii) the metadata attached to the pictures uploaded by You.

(c) Without prejudice to the above, You expressly acknowledge, in accordance with the Privacy Policy:

  1. the Pix4D Software may communicate automatically with the Licensor’s cloud-based technology to function and to make the Pix4D Software and other products and services of the Licensor more effective; and that

  2. any personally identifiable information and/or personal data collected through or during Your use of any of the various Pix4D Software solutions may circulate or be freely transferred among any of the Licensor’s related companies;

  3. data collected by Pix4D in connection with the use of a product manufactured or distributed by an Affiliate may be shared with such Affiliate for the following purposes: product improvement, support in case of technical issue with the product, supply chain and database management, statistics.

it being specified that You may withdraw Your consent to such communication and/or transfer by uninstalling the Pix4D Software

(d) The use of the Pix4D Software may facilitate or require Your access to and Your use of content and services that are hosted on websites maintained by the Licensor or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Pix4D Software, even though hosted on such websites. Accessing such content or services may cause Your computer and/or device, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with a Licensor’s or third-party website—for example, for purposes of providing You with additional information, features and functionality or to validate that the Pix4D Software is being used as permitted under the EULA or other applicable terms. Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. The Licensor does not control, endorse, or accept responsibility for any such third-party content or services.

11. DURATION OF THE LICENSE – TERMINATION OF THE AGREEMENT

11.1. Duration. The duration of the License granted under this Agreement shall be the following:

a. In case of a License Rental, at the end of the period mentioned in the License Certificate; and b. In case of a License Purchase, the License granted shall be perpetual.

11.2. Termination. This Agreement shall:

a. automatically terminates upon expiry of the License duration; b. terminate upon cancellation by either Party, as detailed below.

11.3. Cancellation. (a) By You. You may terminate the EULA – and its right to use the Pix4D Software – at any time by notifying the Licensor with a 2-month prior written notice for the last day of a calendar month.

(b) By the Licensor. The Licensor may terminate the EULA – and waive Your right to use the Pix4D Software with immediate effect – in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. No notification shall be required from the Licensor to effect such termination.

11.4. Effect of termination. (a) Upon termination or expiration of the EULA, You shall immediately discontinue Your use of the Pix4D Software and of the Documentation and delete or destroy any copies thereof from Your Device(s) (including archives and back-up copies), whether full or partial. Upon the Licensor’s request, You shall certify that it has fully complied with the foregoing undertaking.

(b) For sake of clarity, the Licensor shall have no further obligation to provide assistance, Upgrades and Support once the EULA has been terminated, unless the Parties agree otherwise.(c) The termination or expiration of the EULA will not limit any of the Licensor’s rights or remedies under the EULA or at law.

12. MISCELLANEOUS

12.1. Independent Contractors. The Licensor and You are independent contractors, and the relationship created hereby shall not be deemed to be that of principal and agent.

12.2. Severability. If any provision of the EULA is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the EULA shall remain valid and enforceable to the fullest extent possible.

12.3. Heading. The headings contained in the EULA are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.

12.4. Waiver. Failure by the Licensor to enforce at any time any provision of the EULA shall not be construed as a waiver of the Licensor’s right to act or to enforce any such term or condition and the Licensor’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by the Licensor of any breach of Your obligations shall constitute a waiver of any other prior or subsequent breach.

12.5. Entire Agreement. The EULA represents the entire agreement of the Parties and supersedes any prior discussions or understandings, whether written or oral, relating to the subject matter hereof.

12.6. Amendment. Depending on the circumstances, additional terms may apply by reference. In case of conflict between the terms of the EULA and additional terms, the former shall prevail. The Licensor reserves the right to amend the EULA at any time. Your continued use of the Pix4D Software after notification of such amendment will constitute acceptance of such amendments.

12.7. Notices. For the purpose of all written communications between the Parties:

Any notice or other communication made in connection with the EULA shall be in writing and shall be e-mailed to the addresses below: If to the Licensor: e-mail: legal@pix4d.com. If to You: at Your e-mail furnished upon Your registration. In case of change, it is Your sole responsibility to notify the Licensor of Your new contact details.

13. GOVERNING LAW – DISPUTE RESOLUTION

13.1. Governing Law. The EULA shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to principles of conflict of laws.

13.2. Jurisdiction. Any dispute, controversy or claim arising out of or in connection with the EULA, including its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.